Final Closing Purchase Price definition

Final Closing Purchase Price has the meaning set forth in Section 2.1(a).

Final Closing Purchase Price means the portion of the Purchase Price allocated to the Final Closing.

Final Closing Purchase Price means (i) if the Parent Seller fails to deliver a written statement specifying objections in accordance with Section 2.6(c), the Closing Purchase Price as set forth in the Closing Statement or (ii) if the Parent Seller delivers a written statement of objection, the Closing Purchase Price mutually agreed by negotiation of the parties and/or by submission to the Accounting Firm as contemplated by Section 2.6(c), the Closing Purchase Price as so resolved.

Examples of Final Closing Purchase Price in a sentence

• If the Post-Closing Adjustment is a positive number, the Final Closing Purchase Price shall be increased by an amount of such excess.

• Subject to the resolution of all disputes, if any, regarding the final Closing Date Balance Sheet and Post-Closing Adjustment in accordance with Section 2.4(b) above, the Estimated Purchase Price paid on the Closing Date shall be adjusted on a dollar-for-dollar basis to the extent that the Final Closing Purchase Price is less than or greater than the Estimated Purchase Price (the amount of such difference being referred to as the “Purchase Price Adjustment”).

• If the Final Closing Purchase Price Adjustment is less than the Estimated Closing Purchase Price Adjustment, Buyer shall first proceed against the Escrow Account to the extent of the funds available therein to satisfy any such claims and may not proceed directly against Sellers with respect thereto unless and until sufficient funds are no longer available in the Escrow Account.

• If the Final Closing Purchase Price minus the Estimated Purchase Price is a number greater than $0, then the Purchase Price Adjustment shall increase the Aggregate Purchase Price by such amount, and the Buyer shall, within five (5) Business Days after the date on which the Final Closing Purchase Price is determined to be final pursuant to Section 2.4(b) above, pay such amount to Seller by wire of immediately available funds to bank accounts designated by Seller.

• If the Post-Closing Adjustment is a negative number, the Final Closing Purchase Price shall be decreased by an amount of such deficiency.

More Definitions of Final Closing Purchase Price

Final Closing Purchase Price means an amount equal to the Aggregate Purchase Price calculated as set forth in Section 2.2, assuming for purposes of such calculation that the Net Working Capital Amount is equal to the final Net Working Capital Amount set forth in the Final Post-Closing Adjustment (“Final Net Working Capital Amount”), the Indebtedness is equal to the final Indebtedness set forth in the Final Post-Closing Adjustment, that the Transaction Expenses are equal to the final Transaction Expenses set forth in the Final Post-Closing Adjustment and that the Deferred Revenue Excess is equal to the final Deferred Revenue Excess set forth in the Final Post-Closing Adjustment. Buyer shall provide Seller with reasonable access to the work papers in connection with the calculation of the Preliminary Post-Closing Adjustment and the proposed Final Closing Purchase Price. If Seller sends a Dispute Notice, Buyer and Seller shall use commercially reasonable efforts to reconcile such disputes and reach agreement on the Closing Date Balance Sheet or the Final Post-Closing Adjustment. If they are unable to resolve any such difference within the Review Period, such remaining difference(s) will be submitted to a an independent accounting firm of national reputation mutually agreed upon by Buyer and Seller, provided that if the Buyer and Seller cannot agree on such accounting firm within ten (10) days after the expiration of the Review Period, then one accounting firm will be selected by lot from among independent accounting firms (the “Independent Accountant”) for prompt determination. Buyer and Seller shall instruct the Independent Accountant to make a final determination of such difference(s), and only such differences, in accordance with the guidelines and procedures set forth in this Agreement and the applicable definitions set forth herein (e.g., the calculations set forth on the Closing Certificate, Net Working Capital Amount, Indebtedness, Transaction Expenses and Deferred Revenue Excess) and shall request that such determination be delivered not more than thirty (30) days following submission of such differences. Buyer and Seller will cooperate with the Independent Accountant during the term of its engagement. Buyer and Seller shall instruct the Independent Accountant not to assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand, or less than the smallest value for such item assigned by Buyer, o...

Final Closing Purchase Price means up to $500,000;

Final Closing Purchase Price shall be the Purchase Price as adjusted by the Post-Closing Adjustment, less the XXX Purchase Price. As used herein, the “Post-Closing Adjustment” shall be an amount equal to the Final Inventory Value, less $7,722,759 (the value of the Inventory as shown in the balance sheet of the Business as of the Balance Sheet Date, a copy of which is attached hereto as Appendix 1), plus the Final Tangible Personal Property Value, less $1,462,934 (the value of the inventories and the value of the property, plant & equipment, respectively, as shown in the balance sheet of the Business as of the Balance Sheet Date, a copy of which is attached hereto as Appendix 1); provided, however, that any excess of the difference between $1,462,934 and the Final Tangible Personal Property Value over $2,000,000 shall be disregarded. If the Post-Closing Adjustment is a positive number, the Final Closing Purchase Price shall be increased by an amount of such excess. If the Post-Closing Adjustment is a negative number, the Final Closing Purchase Price shall be decreased by an amount of such deficiency.

Final Closing Purchase Price means (i) the Base Purchase Price plus (ii) the Cash and Cash Equivalents, if any, plus (iii) the Net Working Capital Adjustment, if any, minus (iv) the amount of Unpaid Seller Expenses, if any, minus (v) the amount of Closing Indebtedness, if any, minus (vi) the amount of Unpaid Taxes, if any, and minus (vii) the total amount of all Closing Payroll Taxes, all as finally determined pursuant to Section 1.4(g).

Final Closing Purchase Price means (i) the Base Purchase Price, minus (ii) the Indebtedness Amount as finally determined pursuant to Section 2.2, plus (iii) the amount, if any, by which the Net Working Capital Amount as finally determined pursuant to Section 2.2 exceeds the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Target Net Working Capital Amount exceeds the Net Working Capital Amount as finally determined pursuant to Section 2.2, plus (v) the Cash Amount as finally determined pursuant to Section 2.2, minus (vii) the Transaction Expenses, as finally determined pursuant to Section 2.2, minus (viii) the Escrow Amount.

Final Closing Purchase Price has the meaning ascribed to such term in Section 2.9(e).

Final Closing Purchase Price will mean the Proposed Final Closing Purchase Price as finally revised pursuant to this Section 2.7.